Tuesday, November 2, 2021

In an op-ed published in the Globe and Mail, Nov. 1, University of Toronto Faculty of Law Professor Jeffrey MacIntosh comments on legal matters ongoing at Rogers Communications. He writes: 

It is simply inappropriate in a public company to allow for either appointment or removal of directors without a shareholders meeting. It is true that Edward, through his chairmanship of the Rogers Control Trust, controls 97.5 per cent of the voting shares. Thus, the result of any shareholders meeting is a foregone conclusion.

However, this doesn’t mean it’s pointless to hold a shareholders meeting. For one thing, advance notice must be given, allowing time for shareholders (and the public at large) to reflect on the matter. For another, where there is a meeting, management must put together an information circular not only indicating what business is to be transacted, but defending its proposed course of action. Added to this, shareholders have a right of discussion. This can be enlisted to ask management difficult questions, express doubts and more generally hold management’s feet to the fire.

Read the full op-ed in the Globe and Mail